Exhibit 10.1


	
  

  	
  National Equipment Services, Inc.
8770 West Bryn Mawr, 4th Floor,

  Chicago, IL 60631

  Ph: 773.695.3999  Fax: 773.714.0538

  www.nesrentals.com

  



  



 


May 25, 2004


 


Mr. Andrew P. Studdert


2844 Blackhawk Road


Wilmette, IL 60091


 


Dear Andy:


 


This letter will conform the discussions we have had, and the agreement
we have reached concerning the terms of your employment as President and Chief
Executive Officer of National Equipment Services, Inc.  Your signature to this letter acknowledges
acceptance and agreement to the provisions and terms outlined herein.


 


•                       As we
discussed, the position of President and CEO will report to the Board of
Directors of NES.  You will be elected a
Director of NES upon your appointment as CEO.


 


•                       The annual
salary for the position will be $400,000. 
Your salary for the remainder of 2004 will be paid at that annual
rate.  We have agreed that your official
start date will be June 1, 2004.


 


•                       Your annual
incentive cash bonus will be 87.5% of your salary.  In 2004 the bonus will be based upon a potential award of
$210,000.  The performance criteria for
75% of this amount will be based upon achievement of established goals, and the
remaining 25% will be paid at the discretion of the Board.  In subsequent years, the incentive bonus
will be based upon a similar establishment and weighting of objectives and
goals.


 


•                       The Board
has granted you an option effective June 1, 2004 to purchase 500,000
shares of NES stock at $10 per share. 
Twenty five percent of the options will vest in each of your first two
years of employment, vesting on a quarterly basis.  The remaining 50% will cliff vest annually in equal installments
in years 3-5.  In the event of change of
ownership or control, all outstanding options will vest immediately.


 


•                       As an
employee of NES, you will receive five weeks of vacation annually.  For the balance of 2004, you will be
entitled to three weeks of vacation. 
Vacation usage and accrual will follow typical employee benefit
procedures.


 


•                       You will be
covered and entitled to participate in all NES employee benefit plans.  Eligibility will be governed by individual
plan provisions.  For your information,
the medical/dental program requires completion of a 60 day waiting period upon
commencement of your employment beginning June 1, 2004.


 

















 


•                       In the
unlikely termination of your employment for any reason other than misfeasance,
malfeasance, or voluntary resignation, you will receive one year of salary as
severance and applicable benefits coverage for that period of time.


 


Andy, I am delighted to represent the Board in welcoming you to
NES.  We believe that with your
leadership and integrity the organization will be truly successful.


 


If you are in agreement with these terms, please sign below, retaining
a copy for your files.


 


Sincerely,


 


	
  /s/ John P. Neafsey

  	
   

  	
  /s/ Andrew P. Studdert

  
	
  John P. Neafsey

  Chairman, NES Board of Directors

  	
   

  	
  Andrew P. Studdert

  
	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
  5/26/04

  



 

















 


	
  

  	
  NES Rentals
  Holdings, Inc.

  
	
  8770 W. Bryn Mawr, 4th Floor

  
	
  Chicago, IL 60631

  
	
  PH: (773)695-3999

  
	
  FX: (773) 714-0538

  



 


 


August 11,
2004


 


Mr. Andrew P.
Studdert


2844 Blackhawk
Road


Wilmette,
Illinois  60091


 


Dear Andy:


 


This letter
will confirm the changes to the terms of your employment as President and Chief
Executive Officer of NES Rentals Holdings, Inc. as originally reflected in your
letter of May 25, 2004.  Your signature
to this letter acknowledges acceptance and agreement to the provisions and
terms outlined herein.  The fourth
bullet point of the first letter is hereby amended by replacing the existing
provision in its entirety with the following paragraph:


 


•                  The Board has
granted you an option effective August 11, 2004 to purchase 500,000 shares of
NES stock at $7.80 per share.  Twenty
percent of the options will vest immediately, and twenty percent shall vest at
the end of each of the next four succeeding years of employment, vesting on an
annual basis.  In the event of a change
of ownership or control, all outstanding options will vest immediately.


 


If you are in
agreement with these terms, please sign below, retaining a copy for your files.


 


Sincerely,


 


 


	
  /s/ John P.
  Neafsey

  	
   

  	
  /s/ Andrew
  P. Studdert

  	
   

  
	
  John P.
  Neafsey

  	
  Andrew P.
  Studdert

  
	
  Chairman,
  NES Board of Directors

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
     August
  11, 2004